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HomeMy WebLinkAboutC-8684-1 - Revocable Nonexclusive License Agreement for Use of City Property at East Coast Highway and Cameo Shores RoadREVOCABLE NONEXCLUSIVE LICENSE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND THE CAMEO COMMUNITY ASSOCIATION FOR USE OF CITY PROPERTY AT EAST COAST HIGHWAY AND CAMEO SHORES ROAD THIS REVOCABLE LICENSE AGREEMENT ("Agreement") is entered into as of 2021 ("Effective Date"), by and between CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and CAMEO COMMUNITY ASSOCIATION, a California nonprofit corporation ("Licensee"), formed for the purpose of managing and operating the communities located in the Cameo Shores and Cameo Highlands Tracts in Newport Beach, California. City and Licensee are referred to herein individually as "Party" and collectively as "Parties." RECITALS A. City owns that certain real property situated in the City of Newport Beach, County of Orange, State of California, located along East Coast Highway: (i) between Cameo Shores Road and Milford Drive A.P.N.s 475-056-04 and 475-021-13; and (ii) between Cameo Shores Road and Cameo Highlands Drive A.P.N. 475-055-10, both within the Cameo Shores Tracts ("City Property"). The City Property is being used as a parkway and is described more particularly in Exhibit A and depicted on the map in Exhibit B, both of which are attached hereto and incorporated herein by reference. B. Licensee desires use of a portion of the City Property ("License Area") to install security cameras ("Improvements") for the benefit of Licensee's members residing in the Cameo Shores Tract. "License Area" is described and depicted in Exhibit C, attached hereto and incorporated herein by reference. C. The Improvements may interfere in the future with City's ability to construct, operate, maintain, and replace City and other public facilities and improvements within City Property. D. City is willing to allow Licensee to install, operate, and maintain the Improvements subject to the terms and provisions of his Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. LICENSE 1.1 Grant of Revocable Nonexclusive License. City hereby grants to Licensee a revocable, nonexclusive license to use the License Area for the installation, operation, maintenance and repair of the Improvements ("License"). Cameo Community Association Page 1 1.2 License Limitations. The License granted herein is subject to the terms, covenants and conditions hereinafter set forth, and Licensee covenants, as a material part of the consideration for this License, to keep and perform each and every term, covenant and condition of this Agreement. 2. USE OF LICENSE AREA Licensee covenants and agrees that Licensee shall use the License Area solely for the purpose of the Improvements and shall not use the License Area for any unlawful purpose or use or permit the use of the License Area in any manner that creates a nuisance, or violates any law. 3. TERM 3.1. Initial Term. The term of this Agreement shall commence on the Effective Date and shall continue for thirty (30) years ("Initial Term"), unless terminated earlier pursuant to the terms of this Agreement. 3.2. Extension of Term. Provided Licensee is not in default of its obligations under this Agreement, upon Licensee's request and with approval by the City, the term of this Agreement may be extended for an additional ten (10) years ("Option Term"), on the same terms and conditions contained in this Agreement. The extension of the term shall be approved pursuant to this section in writing and approved as to form by the City Attorney. Licensee must give the City written notice of the request to extend the term no later than one hundred eighty (180) days prior to the expiration of the term. 4. FEE 4.1 License Fee. Licensee shall pay the City Sixteen Thousand Two Hundred Dollars and 00/100 ($16,200.00) as compensation for use of the License Area during the Initial Term of this Agreement, which amount shall be due and payable upon execution of this Agreement ("License Fee"). Extension of the term pursuant to Section 3.2 above shall be further contingent upon payment to the City for the Option Term in the amount of Seven Thousand Twenty Dollars and 00/100 ($7,020.00), which amount shall be due and payable on the commencement of the Option Term ("Option Fee"). The License Fee is based on the rate of Two Hundred Seventy Dollars and 00/100 ($270.00) per camera per year. The Option Fee is based on the rate of Three Hundred Fifty One Dollars and 00/100 ($351.00) per camera per year, which includes an annual one percent (1%) adjustment to the initial rate. 4.2 Late Fees; Interest. If Licensee fails to pay the License Fee or Option Fee within five (5) calendar days of the applicable date specified in Section 4.1, Licensee shall pay a late fee equal to ten percent (10%) of the License Fee or Option Fee, whichever is applicable, plus interest equal to ten (10%) percent per annum on the total amount of the License Fee (or Option Fee) Cameo Community Association Page 2 plus late fee, until paid in full. Timely payment of the fees specified in this section is a material term of this Agreement. 4.3 Reserved. 4.4 Payment Location. All payments due hereunder by Licensee shall be made in lawful money of the United States of America and shall be paid to City online at www.newportbeachca.gov, in person, or by United States' mail, or overnight mail service, at the Cashier's Office located at 100 Civic Center Drive, Newport Beach, California 92660, or to such other address as City may from time -to -time designate in writing to the Licensee. The Licensee assumes all risk of loss and responsibility for late fee and interest charges if any payment is not timely received by the City regardless of the method of transmittal. 5. PERMITS AND APPROVALS Licensee, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits and approvals that may be required by any applicable federal, state and local governmental agency. Prior to commencement of any work on the License Area, Licensee shall apply for and obtain a building permit from the Building Division of the City's Community Development Department, authorizing it to perform the installation of the Improvements. 6. MAINTENANCE 6.1 Licensee hereby agrees to install, operate, maintain, repair, and remove the Improvements in accordance with this Agreement, any issued permits, and all applicable provisions in the City of Newport Beach Municipal Code. Nothing in this Agreement requires City to perform any maintenance or repair to the License Area or to make any improvements whatsoever on or for the benefit of the License Area. 6.2 Licensee shall, at its sole cost and expense, maintain the Improvements in good condition and repair and maintain the License Area in accordance with generally prevailing standards of maintenance and pay all costs incurred in doing so, including the cost of water and electricity. If Licensee fails to maintain the Improvements and License Area as required herein, City may terminate the License in accordance with Section 10. 7. ADMINISTRATION This License shall be administered by the City's Community Development Department. The Community Development Department Director or his/her designee shall be the License Administrator and shall have the authority to act for City under this License. The License Administrator or their authorized representative shall represent City in all matters pertaining to this License. Cameo Community Association Page 3 8. PROHIBITION AGAINST ASSIGNMENT AND TRANSFER This License shall not be assigned or transferred except as permitted under this section. The provisions of this Agreement shall run with the land and be binding upon and inure to the benefit of the parties, their legal representatives, successors, and assigns (collectively "successors"). Licensee may, after providing City with a ninety (90) calendar day prior written notification, assign its rights and obligations under this Agreement to a successor homeowners' association established by the owners of the lands comprising the Cameo Shores Tract, provided said association meets any and all qualifications as required by law to be legally recognized homeowner's association. All proposed successors shall fully and unconditionally assume the covenants, provisions and obligations, including all maintenance and repair, of Licensee herein (including, without limitation, the indemnification obligations set forth above). Such assignment shall be by written assignment executed by Licensee, which written assignment, or memorandum thereof, shall be recorded in the Official Records of the County of Orange. Any proposed assignment to any other shall require prior written approval of the City, which City may, in its sole discretion, withhold its approval for any reason or no reason at all. 9. RECORDATION The parties shall record a memorandum of this License in the Official Records of the County of Orange, which memorandum is attached hereto as Exhibit E and incorporated herein by reference. 10. TERMINATION OF LICENSE Notwithstanding the term of this Agreement, this License may be terminated during the term or any extended term in the following manner: a) Immediately by the City if Licensee fails to cure or correct any material default in any of the terms or conditions of this Agreement within ten (10) business days of receipt of written notice of the default from the City; b) By either Party at any time, without cause, upon the giving of thirty (30) calendar days' written notice; or c) By mutual written agreement of Licensee and City. City shall incur no liability whatsoever in the event of the termination of this Agreement. 11. INDEMNITY AND LIABILITY FOR DAMAGES 11.1. Licensee shall indemnify, defend and hold harmless City, its elected or appointed officers, agents, officials, employees, volunteers and any person or entity owning or otherwise in legal control of the property (collectively, the "Indemnified Parties") from and against any and all claims (including, Cameo Community Association Page 4 without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever, (individually, a "Claim", collectively, "Claims"), which may arise from or in any manner relate, directly or indirectly, to any breach of the terms and conditions of this License by Licensee, its agents, employees, vendors etc., including without limitation, defects in workmanship or materials or Licensee's presence or activities conducted that relate in any way to this License (including the negligent and/or willful acts, errors and/or omissions of Licensee, employees, vendors, suppliers, and anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Licensee to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this License. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Licensee. 11.2. Licensee shall be liable and responsible for the security, repair and maintenance of the License Area to the extent necessitated by Licensee's use of the License Area under this Agreement, for such time as this Agreement is in effect. Licensee shall use care to protect the License Area and restore it to its original condition to the satisfaction of the City upon termination of this Agreement. 12. INSURANCE Without limiting Licensee's indemnification obligations set forth herein, Licensee shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the insurance requirements ("Insurance Requirements") attached hereto as Exhibit D, and incorporated herein by reference. 13. INDEPENDENT CONTRACTOR It is understood that Licensee is an independent contractor and not an agent or employee of City. The manner and means of operating, servicing and maintaining the License Area are under the control of Licensee, except to the extent they are limited by statute, rule or regulation and/or the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Licensee's employees, agents, contractors or subcontractors. Nothing in this Agreement shall be deemed to constitute approval for Licensee or any of Licensee's employees, agents, contractors or subcontractors to be the employees, Cameo Community Association Page 5 agents, contractors or subcontractors of City. Licensee shall have the responsibility for and control over the means of operating the License Area, provided that Licensee is in compliance with the terms of this Agreement. 14. TAXES Licensee acknowledges that the License granted herein may result in Licensee being assessed by the County of Orange possessory interest taxes on Licensee's interest in the License Area. Licensee shall have the sole obligation to pay any taxes, fees and assessments, plus applicable penalties and interest, which may be imposed by law and arise out of Licensee's License hereunder. Licensee shall indemnify, defend and hold harmless City against any and all such taxes, fees, penalties or interest assessed, or imposed against City hereunder. 15. NOTICES Notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or sent by prepaid first class mail, addressed as follows: To City: City of Newport Beach Community Development Department 100 Civic Center Drive Newport Beach, CA 92660 Attn: Real Property Administrator To Licensee: Cameo Community Association c/o Powerstone Property Management 505 S. Villa Real, Suite 200 Anaheim, CA 92807 Telephone: 949-716-3998 16. STANDARD PROVISIONS 16.1. Recitals. City and Licensee acknowledge that the above recitals are true and correct and hereby incorporated by reference into this Agreement. 16.2. Further Assurances. Each Party hereto covenants and agrees that they will execute such other and further documents and take such other and further actions as may be reasonably necessary to effect the agreement of the Parties under this Agreement and vest in the other Party the rights granted herein. 16.3. Compliance with all Laws. Licensee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Cameo Community Association Page 6 Licensee shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements. 16.4. Interpretation. The terms of this Agreement shall be construed as to the fair meaning of the language used and shall not be construed for or against any Party based upon by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 16.5. Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or of another provision hereof. 16.6. Amendments. This Agreement may be amended only by a writing executed by the Parties and approved as to form by the City Attorney. 16.7. Attorneys' Fees. In any legal or equitable proceedings for the enforcement, or to restrain the violation of any provisions hereof, each Party shall pay its own attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including without limitation all fees and costs incurred on any appeal from such action or proceeding. All remedies provided herein or at law or in equity shall be cumulative and not exclusive. 16.8. Integrated Agreement. This Agreement and the exhibits represent the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein 16.9. Severability. If any term, covenant, condition, provision, or agreement contained herein is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, provision or agreement contained herein. 16.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16.11. No Third -Party Rights. The Parties do not intent to create rights in or grant remedies to, any third party as a beneficiary of this License, or of any duty, covenant, obligation or undertaking established herein. 16.12. No Damages. Licensee acknowledges that City would not enter into this Agreement if it were to be liable for damages (including, but not limited to, actual damages, economic damages, consequential damages, lost profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill Cameo Community Association Page 7 or loss of use) under, or relating to, this Agreement or any of the matters referred to in this Agreement, including, without limitation, any and all plans, permits, licenses or regulatory approvals, and CEQA documents related to the License Area. Accordingly, Licensee covenants and agrees on behalf of itself and its successors and assigns, not to sue City (either in its capacity as lessor in this Agreement or in its capacity as the City of Newport Beach) for damages (including, but not limited to, actual damages, economic damages, consequential damages, lost profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use) or monetary relief for any breach of this Agreement by City or for any dispute, controversy, or issue between City and Licensee arising out of or connected with this Agreement or any of the matters referred to in this Agreement, including, without limitation, any and all plans, permits, licenses or regulatory approvals, CEQA documents, or any future amendments or enactments thereto, the parties agreeing that declaratory relief, injunctive relief, mandate and specific performance shall be Licensee's sole and exclusive judicial remedies. Notwithstanding the foregoing, nothing in this Section 31 shall limit Licensee's remedies as expressly set forth in this Agreement. 16.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Cameo Community Association Page 8 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first herein above written. APPROVED AS TO FORM: CITY ATTOR Y'S OFFICE Date: qZ8 � CITY OF NEWPORT BEACH, a California municipal corporation Date: MAY 0 7 2021 4By: 7�"� By: o C. Harp CAM 04 100' 1 Grac . Leung City Attorney City anager ATTEST: Date: $• 18 Zoz z LICENSEE: CAMEO COMMUNITY ASSOCIATION, a California nonprofit corn Dati By' By: ,*/-;—Leilani I. Brown Her City Clerk Attachments Board President / Chief Executive Officer Date: B : ,_�' ��11 Mona Karimpour Board Secretary Exhibit A: City Property Description Exhibit B: City Property Map/Diagram Exhibit C: License Area Exhibit D: Insurance Requirements Exhibit E: Memorandum of License Cameo Community Association Page 9 EXHIBIT "A" CITY PROPERTY DESCRIPTION Certain real property in the City of Newport Beach, County of Orange, State of California, described as follows: Lot B and Lot C of Tract 3357 as per map recorded in Book 107, Pages 1 to 7. A.P.N.s 475-056-04 and 475-021-13, and 475-055-10 Cameo Community Association Page A-1 EXHIBIT "B" CITY PROPERTY MAP/DIAGRAM Cameo Community Association Page B-1 Exhibit B EXHIBIT "C" LICENSE AREA Cameo Community Association Page C-1 Exhibit c � ƒ r\ \ % � \ - - p — \A , K " � W £ h Drawn by: PROPERTY ADDRESS: OWNER: CONTRACTOR: � \ � / CC -w: YSTEUS CameoDate 03-23-2021 PCH & _ /, m� m Corona Del », ,mN_. automation -& technology Page _ «u: __ a _, _ _e: _.r Squire _• Cameo Association CCL •5209©mCIO, _*Signature: 1 a Drawn by: Dale: Scale: PROPERTY ADDRESS: 03-23-2021 PCH 8 Cameo Shores NTS Corona Del Mar, CA 92625 OWNER: CONTRACTOR: California Gate and Entry Systems 1470 N Hundley St. `C-TSYSTEMS automation -a technology, Page Size: 11"x 17" Anaheim, CA 92806 RMO Name: Kevin W. Squire Job tl Cameo Association CCL N 520990-(8, CIO, C51/d28) Signature: EXHIBIT "D" INSURANCE REQUIREMENTS Without limiting Licensee's indemnification of City, Licensee will obtain, provide and maintain at its own expense during the Term of this Agreement, a policy or policies of insurance of the type, amounts and form acceptable to City. The policy or policies shall provide, at a minimum, those items described below. 1. Provision of Insurance. Without limiting Licensee's indemnification of City, and prior to commencement of work on License Area by Licensee or Licensee's agents, representatives, consultants, contractors and/or subcontractors, Licensee shall obtain, provide and maintain at its own expense during the Term of this Agreement policies of insurance of the type and amounts described below and in a form satisfactory to City. Licensee agrees to provide insurance in accordance with requirements set forth herein. If Licensee uses existing coverage to comply and that coverage does not meet these requirements, Licensee agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the insurance commissioner to transact business of insurance in the State of California, with an assigned policyholders' rating of A - (or higher) and financial size category class VII (or larger) in accordance with the latest edition of best's key rating guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Licensee and Licensee's agents, representatives, consultants, contractors and/or subcontractors, shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Licensee and Licensee's agents, representatives, consultants, contractors and/or subcontractors, shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property. B. General Liability Insurance. Licensee and Licensee's agents, representatives, consultants, contractors and/or subcontractors, shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than five million Cameo Community Association Page D-1 dollars ($5,000,000) per occurrence, ten million dollars ($10,000,000) general aggregate. The policy shall cover liability arising from License Area, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Licensee and Licensee's agents, representatives, consultants, contractors and/or subcontractors, shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than five million dollars ($5,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Licensee shall require that Licensee's consultants, contractors and/or subcontractors providing any design, engineering, surveying or architectural services for the License Area maintain professional liability insurance that covers the services to be performed, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Licensee shall require that Licensee's consultants, contractors and/or subcontractors agree to maintain continuous coverage through a period no less than three (3) years after completion of the services performed. E. Products -Completed Operations. Licensee shall require and verify that Licensee's construction contractors and subcontractors maintain commercial general liability insurance, including products -completed operations, for a period of at least five (5) years from the time that all work is completed or obtain coverage for completed operations liability for an equivalent period. F. Builder's Risk Insurance. During construction, Licensee shall maintain Builder's Risk Insurance to cover "All Risk" of physical loss including coverage for loss or damage from collapse resulting from builder's design error. All property stored off-site or in transit must be covered. The value insured shall cover 100% of the completed contract cost and include Boiler & Machinery and Soft Costs and shall be maintained until full acceptance by City. The "All Risk" coverage shall contain no coinsurance clause. Earthquake and flood coverage shall be covered to 100% of the completed contract cost. A waiver of subrogation and primary and non-contributory endorsements shall be provided to City. Proceeds payable under this insurance shall be fully payable to City as Loss Payee. Licensee shall be solely responsible for the payment of any deductible. Cameo Community Association Page D-2 G. Property Insurance. Licensee shall maintain property insurance throughout the Term of the Agreement on an "All Risk" basis equal to the full replacement cost of the License Area. The insurance shall contain no coinsurance clause. A waiver of subrogation and primary and noncontributory endorsements shall be provided to City. Proceeds payable under the insurance shall be fully payable to City as Loss Payee. Earthquake and flood coverage shall be covered to 100% of the completed contract cost. Licensee shall be solely responsible for the payment of any deductible. H. Pollution Liability Insurance. Licensee shall require that Licensee's construction contractors and subcontractors maintain a policy providing contractor's pollution liability ("CPL") coverage with a total limit of liability of no less than two million dollars ($2,000,000) per loss and in the aggregate per policy period dedicated to this project. The CPL shall be obtained on an occurrence basis for a policy term inclusive of the entire period of construction. If all or any portion of CPL coverage is available only on a claims -made basis, then a 10 -year extended reporting period shall also be purchased. The CPL policy shall include coverage for cleanup costs, third - party bodily injury and property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by contracting operations. Coverage as required in this paragraph shall apply to sudden and non - sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants. The CPL shall also provide coverage for transportation and off-site disposal of materials. The policy shall not contain any provision or exclusion (including any so-called "insured versus insured" exclusion or "cross -liability" exclusion) the effect of which would be to prevent, bar, or otherwise preclude any insured or additional insured under the policy from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. 4. Endorsements: Policies shall contain or be endorsed to contain the following provisions: A. Additional Insured Status. City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property are to be covered as an additional insured under all general liability, automobile liability and pollution liability policies with respect to liability arising out of Licensee's activities related to this Agreement and with respect to use or occupancy of the License Area. B. Primary and Non Contributory. Policies shall be considered primary insurance as respects to City, its elected or appointed officers, agents, Cameo Community Association Page D-3 officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property as respects to all claims, losses, or liability arising directly or indirectly from Licensee's operations. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. C. Liability Insurance. Liability insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. D. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property or shall specifically allow Licensee or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its consultants, contractors or subcontractors. E. Reporting Provisions. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, boards and commissions, officials, employees, agents or volunteers. F. Notice of Cancellation. The insurance required by this Agreement shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) written notice has been received by City. It is Licensee's obligation to ensure that provisions for such notice have been established. 5. Additional Requirements. A. In the event City determines that (i) the Licensee's activities on the License Area creates an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverage be obtained, Licensee agrees that the minimum limits of any insurance policy required to be obtained by Licensee or Licensee's consultants, contractors or subcontractors, may be changed accordingly upon receipt of written notice from City. With respect to changes in insurance requirements that are available from Licensee's then -existing insurance carrier, Licensee shall deposit certificates evidencing acceptable insurance policies with City incorporating such changes within thirty (30) calendar days of receipt of such notice. With respect to changes in insurance requirements that are not available from Cameo Community Association Page D-4 Licensee's then- existing insurance carrier, Licensee shall deposit certificates evidencing acceptable insurance policies with City, incorporating such changes, within ninety (90) calendar days of receipt of such notice. B. Any deductibles or self-insured retentions applicable to the commercial property or insurance purchased in compliance with the requirements set forth herein shall be approved by City. C. Licensee and Licensee's consultants, contractors and/or subcontractors shall be subject to the insurance requirements contained herein unless otherwise specified in the provisions above or written approval is granted by City. Licensee shall verify that all consultants, contractors and/or subcontractors maintain insurance meeting all the requirements stated herein, and Licensee shall ensure that City is an additional insured on insurance required from contractors, consultants and/or subcontractors. D. For general liability coverage, contractors, consultants and/or subcontractors shall provide coverage with a format at least as broad as provided by Insurance Services Office form CG 20 38 04 13. Unless written approval is granted by City, contractors and/or subcontractors shall also provide an additional insured endorsement at least as broad as ISO Form CG 20 37. E. If Licensee maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Licensee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. F. Licensee shall give City prompt and timely notice of any claim made or suit instituted arising out of or resulting from Licensee or Licensee's agents, representatives, consultants, contractors or subcontractor's performance under this Agreement. G. Licensee shall provide certificates of insurance, with original endorsements as required above, to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City prior to commencement of work or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. H. All required insurance shall be in force on the Effective Date, and shall be maintained continuously in force throughout the term of this Agreement. In addition, the cost of all required insurance shall be borne by Licensee or by Licensee's consultants, contractors or subcontractors. Cameo Community Association Page D-5 If Licensee or Licensee's consultants, contractors or subcontractors fail or refuse to maintain insurance as required in this Agreement, or fail to provide proof of insurance, City has the right to declare this Agreement in default without further notice to Licensee, and City shall be entitled to exercise all available remedies. J. Licensee agrees not to use the License Area in any manner, even if use is for purposes stated herein, that will result in the cancellation of any insurance City may have on the License Area or on adjacent License Area, or that will cause cancellation of any other insurance coverage for the License Area or adjoining License Area. Licensee further agrees not to keep on the License Area or permit to be kept, used, or sold thereon, anything prohibited by any fire or other insurance policy covering the License Area. Licensee shall, at its sole expense, comply with all reasonable requirements for maintaining fire and other insurance coverage on the License Area. Cameo Community Association Page D-6 EXHIBIT "E" MEMORANDUM OF LICENSE RECORDING REQUESTED AND WHEN RECORDED RETURN TO: City Clerk's Office City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 [Exempt from Recordation Fee - Govt. Code Sec. 6103] MEMORANDUM OF LICENSE AGREEMENT This Memorandum of License Agreement ("Memorandum") is dated , 2021, and is made between City of Newport Beach, a California municipal corporation and charter city ("City") and Cameo Community Association, a California nonprofit corporation ("Licensee"), formed for the purpose of managing and operating the communities located in the Cameo Shores and Cameo Highlands Tracts in Newport Beach, California, concerning a portion of the City's property ("Property") depicted in Exhibit "A" attached hereto and by this reference made a part hereof. For good and adequate consideration, City licenses a portion of the Property to Licensee for the latter's nonexclusive use to install and maintain certain improvements, for the term and on the provisions contained in the Revocable Nonexclusive License Agreement dated 2021 ("License"), including without limitation provisions prohibiting assignment, subleasing, and encumbering said License except upon the terms and conditions more specifically set forth therein. The License is incorporated in this Memorandum by this reference. The term of the License is thirty (30) years, commencing on 2021, and terminating , 2051, with one (1) additional successive "Option Term" of ten (10) years, on the same terms and conditions contained in the License. This Memorandum is not a complete summary of the License. Provisions in this Memorandum shall not be used in interpreting the License's provisions. In the event of conflict between this Memorandum and the License, the License shall control. Execution hereof does not constitute execution of the License itself. [SIGNATURES ON FOLLOWING PAGE] Cameo Community Association Page E-1 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first herein above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Bv: Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager LICENSEE: CAMEO COMMUNITY ASSOCIATION., a California nonprofit corporation Date: By: Henry Durkee Board President / Chief Executive Officer Date: By: Mona Karimpour Board Secretary Attachment(s): Exhibit A: City Property Description and Depiction Cameo Community Association Page E-2 EXHIBIT "A" CITY PROPERTY DESCRIPTION AND DEPICTION Certain real property in the City of Newport Beach, County of Orange, State of California, described as follows: Lot B and Lot C of Tract 3357 as per map recorded in Book 107, Pages 1 to 7. A.P.N.s 475-056-04 and 475-021-13, and 475-055-10 Cameo Community Association Page E-3 Exhibit B Shrago, Fauna From: Lori Alcala <lori.alcala@ebix.com> Sent: Wednesday, August 18, 202110:29 AM To: Shrago, Fauna Subject: RE: Deficiencies, FV00000527, Cameo Community Association [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. Account is compliant as of today. Lori Garza-Alcala Senior Service Consultant Direct -_ _ -? Email Lori.Alcala((bEbix.coml Web www.ebix.com r h T .I N F FASTEST (� GROWING U j� i �. 4 COMPANIES 2017 From: Shrago, Fauna [mailto:fshrago@newportbeachca.gov] Sent: Monday, August 16, 20218:14 AM To: Lori Alcala <lori.alcala@ebix.com> Subject: Deficiencies, FV00000527, Cameo Community Association Good morning, I am looking for clarification on the current deficiencies on Account FV00000527 (Cameo Community Association). Marissa Sur authorized some waivers, and the account also provided an updated certificate of insurance. Unfortunately, due to the history, I am unable to tell what is currently outstanding (my lack of understanding in the history). Could you please advise what still needs to be updated/corrected? As always, I really appreciate your assistance with this! Thank you, o 11;' em Community Development Department 'L Management Analyst s Real Property and Asset Management Program 9C/pp,iN�P rshrapo(cDne,vpertt.)eacncagrni 349-644-3206 Newport, Togeth r, The information contained in this message may be CONFIDENTIAL and is for the intended addressee only Any unauthorized use, dissemination of the information, or copying of this message is prohibited. If you are not the intended addressee, please notify the sender immediately and delete this message.